ASSIGNMENT OF MEMBERSHIP INTEREST

This Assignment of Membership Interest (this “Assignment”) is entered into effective as of the _____ day of ______________ 2023 (the “Effective Date”), by and between _____________________, a California [Entity Type/resident] (the “Assignor”), and ,____________________ a California [Entity Type/resident] (the “Assignee”).

RECITALS

WHEREAS, Assignor owns, beneficially and of record, ___________[% or number] of the issued and outstanding membership interests (including all voting, consent, and economic rights associated with such membership interests, the “Membership Interest”) in [Name of Entity from which the Membership Interest represent], a [Delaware] limited liability company (the “Company”);

WHEREAS, Assignor has represented to Assignee that Assignor shall assign and transfer all of Assignor’s rights, title and interest in and to, and Assignee has agreed to accept and assume that certain of Assignor Membership Interest representing approximately $_______________ in value as of the Effective Date; and

WHEREAS, in order to effectuate the transfer and assignment of the Membership Interest to Assignee, Assignor and Assignee are executing and delivering this Assignment.

NOW, THEREFORE, in consideration of the above recitals which are incorporated herein and made a part of this Assignment, including the mutual covenants and agreements hereinafter set forth the parties hereto agree as follows:

AGREEMENT

Assignment. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby assigns and transfers to Assignee, and Assignee hereby accepts, all of Assignor's right, title, and interest in and to the Membership Interest, free and clear of all encumbrances, other than any encumbrances arising under the applicable state or federal securities Laws or the Amended and Restated Limited Liability Company Agreement of [COMPANY] (the “Company Agreement.”)

Terms of the Purchase Agreement. This Assignment is made in accordance with, and is subject to, the terms and conditions of that certain Confidential Private Placement Memorandum Offering of Membership Interests in [COMPANY], a California limited liability company, including that certain Investment Letter and Subscription Agreement for a Membership Interest in [COMPANY] and that certain Contribution Agreement of Grant from the [AGENCY] (collectively, the “Offering Documents”) including the Company Agreement. Nothing in this Assignment, express or implied, is intended to or shall be construed to modify, expand, or limit any of the terms of the Offering Documents. Assignor and Assignee acknowledge and agree that no representations and warranties are made in this Assignment. The representations, warranties, covenants, agreements and indemnities, if any, contained in the Offering Documents or the Company Agreement shall not be superseded by this Assignment but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the aforementioned agreements and the terms hereof, the terms of the Offering Documents and the Company Agreement shall govern.